The Rise of the 12th
by Truths-Witness
Summary: With the fall of the 11th comes the rise of the 12th and with him new quirks, complications, relationships, and catch phrases.
1. Golden Phoenix

Chapter 1

_Every time is just as unique as the body I inhabited before…_

_Each golden rebirth is mingled with sorrow and excitement, wistfulness and longing…_

_I am the phoenix of fable; I am rising from the ashes of my own mistakes and grief and sorrow… _

_My last and most painful thought is- I never got to tell her goodbye. _

"Doctor!" Clara's voice struggled, hoarse. Her breathing was cracked and jagged like the rocky clay terrain of the foreign planet she was aimlessly running over, freezing to the bone with the chill an overcast night after a blistering day in the desert.

"Doctor! Please!" Desperation was evident in her voice. She didn't know how to live without her best friend, damn the fact she had no clue how to find the TARDIS without him if the blasted ship was cloaked. Would the temperamental old gal even try to guide her back to the familiar harbor of safety that was the police box? Would she really be trapped here, Doctor-less, friend-less, alone on a planet where she was positive that she was seen as a hostile human? Why did trouble always find them, most days it was thrilling- because she knew in her gut they'd be okay, even in the worst of scrapes he always pulled through but not this time, not here, not today.

A blast of brilliant gold light startles her off in the far distance and almost obscured behind juts of rock faces but its bright and beautiful and terrifying, and without knowing if its danger or salvation she takes off towards it at a run, her second wind perhaps maybe her seventh of the day kicking in and urging her tired muscles on to work hard, to pump faster. The frigid air hurts with every needy lung full, but the Doctor's companion presses on drawing closer and closer to the light as it dies out and begins to leave her in a darker world than what she'd just found herself in. Slowing she gasped and wheezed for breath trying to get her eyes to adjust to the dark again, blinking as if in this situation it would make a difference. Her heart hammers both from the exertion and the terror of what may lay just beyond the obscuring jut of rocks in this narrow valley. Whatever it was, is, or could be he'd come to find out, he'd come find her here. Tears would threaten if only she wasn't so dehydrated.

"Doctor?" Clara whispered not sure if it was fear that had taken her voice or the day itself or the hush of the world around her free from the chaos of a war they'd found themselves dangerously in the middle of. Either way she hadn't expected to hear anything back since no replies had yet come to her calls, but in a voice unknown to her came the sweet simple two syllable sound of her name; "Clara?"

It was him, but wasn't- it wasn't his voice, wasn't a voice she knew but oh it had to be him. Her bones must have known better than she because they carried her warily around the bend to see a man that she all at once didn't and did recognize.

"Clara!" He exclaimed moving with agile ability and stride to her to close the space and envelope her in a hug. His bow tie askew and smelling of damp earth tickled her nose as she trembled and held to him listening to the faint sound of two galloping heart beats. She couldn't talk, couldn't find words for the immense relief and confusion and mourning that was this moment.

As if he could read her mind he chuckled and dropped a kiss to her dark head of hair.  
"Clara speechless? I would have regenerated ages ago if I knew this was the secret to shutting you up."

The automatic urge then follow through to swat him in the arm made him give a chuckling 'ow' as she pulled a fraction away to look up at him.

"You're not dead?"

"Nope" He said popping his 'p' then making a face "Hm haven't said that in a while, don't think I'll say it again either, tad bit childish."

"You are childish." She muttered still searching the dark to drink in his new features as he pulled away to straighten as best he could the sandy and tattered attire that once was wore on a younger brunette version of himself only today and now looked ill out of place on the slightly taller older silver fox of a gentleman.

"Ta! I have my moments but I can also be very clever thank you very much." He chastised back, still the same big ego as ever.

"You're old." She said still assessing, still in shock from too much emotional overload mixed with complete exhaustion.

"I've always been old Clara, now I just look it. Or I suppose I look it, haven't been up on m'feet for long so haven't been able to get a once over, that and the very apparent lack of mirrors around here, or really anything reflective for that instance."

"And Scottish?" She asked quirking an eye brow, how had that happened, or was that always a natural circumstance of his regener-whatcha-whosits?

The Doctor stopped in his futile search of something reflect to look at his companion "Right I am, the accents new, it's generally british bit of a different regional accent from time to time, but never Scottish- Oh! Please tell me does that mean I'm a ginger this time? This has to be it, why the accent if not ginger." He asked fingers actively trying to pull at the less flopish hair to view a piece.

"Sorry to say but no, still not ginger." She replied. He made a 'go on' rolling hand motion and she examined his hair before shrugging lightly "I don't know, grey?"

"Grey?! Are you speaking in terms of almost white grandfather grey or salt and pepper grey?" He asked though she couldn't tell if he was upset of excited.

"I don't know just- Grey- grey like um, like smoke lounge grey- more like silver."

"Oh-ho, okay yes," he clapped his hands together once and rubbed them "yes, that I can work with. And how about my chin, still handsomely large?" The Doctor said one hand going to rub his chin thoughtfully.

"Is now really the best time to be thinking about your looks- you almost died, did die, kind of died and I've been trying to find you for hours- the Ladora Druids may still be trying to find your body-" She rambled feeling anxiety of everything well in her and the need to cry or just curl up with a fluffy dessert soufflé and tea and not leave bed for days, before he interrupted her.

"Clara, clara, clara- of course right now is the perfect time to discuss my new look. What better time could there be? New face means less likely to be spotted on the way back into the city."

"Why on Earth, or better yet why on Ladora, would we want to go back into the city we just escaped from?"

"Because, that my dear Clara is where the TARDIS is at," He said with a cheeky grin as he stretched his arms with fingers linked above his head towards the inky sky then dropping them with a smile and rolling his shoulders as if to limber up, "and unless you have a better option…"  
The Doctor held out his hand to her with the same familiar glint of mischief and adventure that was always ever present in him, a common denominator to who he was a person that couldn't be changed with the shedding of one body and acceptance of a new. Clara let her gaze leave the new face with familiar eyes to the hand that was waiting for hers, her fingers tingled as if being called to be laced with his and unable to resist she slid her hand into his, a new hold and new shape but the same warm rush of comfort.

Then, they ran.

Okay so rough first start, but I've got the new doctor bug and really need an outlet for all the ideas floating around in my head for the new dynamic. Please Read and Review and hopefully I'll have the next installment up in the next day or so :) Thanks again for the support!


	2. Reflections

**Chapter Two**

"Sexy I'm home! And I'm Scottish!" The Doctor greeted as he strode into his TARDIS with all the confidence and pomposity of a man comfortable in himself. Clara followed like a timid child closing the door behind her and only walking in a few steps suddenly feeling out of place. Her dark eyes followed him as he strode around and around the TARDIS console flipping switches and pulling levers with an almost understated energy so contradictory to whom he was only this morning as he franticly piloted the ship to the planet of Ladora.

'Ladora is amazingly fun' he'd said, 'Beautiful peaceful people' he'd said. For someone who was right about everything he got things wrong often.

The Doctor glanced up as he pushed a series of buttons, the feeling of the ship dematerializing for next stop anywhere a low hum.

"I won't bite Clara you can come in you know." He offered his tone warm and chiding. When she didn't move the small smile slid from his lips and he fought the urge to pout. Instead he released a sigh and pushed his hand through his hair, a trait that seemed in stress to carry over from regeneration to regeneration. Dropping the hand quickly he moved towards her with fast sure steps and a determined look to him despite the smirk playing at his lips. "Come on you."

He took Clara's hand without any permission, since when did the Doctor ever need permission, and lead her up the stairs to the second level and through doors into familiar hallways. She was going to protest him dragging her about like a rag doll, but couldn't find it in her to not hold his hand. She needed the comforting familiarity of this simple gesture, even if it was a different hand holding hers. She knew to some degree about regeneration but nothing prepares you for how jarring it is. One instance life is normal, her best friend and the man she had without secret or remorse had some degree of feelings for, was twirling around and rambling off about the adventures he and his impossible girl would have today then the next instance they were fighting for their life in the midst of a civil war.

**[x]x[x]x[x]**

"Clara whatever happens you run and you keep running do you hear me?" Her Doctor had said as they were being marched with the other refugees through the dessert into the Capitol to see the Druid High Priest for judgment. This had been one time that even the sonic screwdriver and the most brilliant mind in the universe couldn't get them directly out of.

She wrinkled her brow and cast her dark eyes up at him and his grim features. They'd already been beaten when caught and he had a nasty cut along his jaw and looked worse for wear. She was sure her ribs were bruised at least but all and all she'd up until that moment thought they would be fine. Looking at the youthful and usually carefree face of the Doctor that surety began to dwindle. He was calculating and reading each and every possibility as they marched into the city and through the hordes of civilians and militia, and from the sweat on his brow and the tightness of his jaw, the tension around his eyes, told her this wasn't going to end well.

They'd already been trying to get back to the TARDIS once the Doctor had found out the Ladora Druids were a part of the civil war happening. He'd tensed upon hearing their names and spun around on his toes to face the two militia men talking about their latest attacks on the small camp. Quickly he'd gotten them to talk about the state of things, the losses to the Capitol forces, and the casting off of the Druids Serenity cloaks to take up arms. All of it was new to Clara of course, she thought it interesting and fun but the Doctor explained in rapid secession that they needed to leave and now.

Even then as he worried and paced she'd known in her heart of hearts they would be fine. What harm could come of them, the unstoppable Chin boy and Soufflé girl? How naïvely wrong she'd been. The camp was attacked and the Druids didn't fight with weapons that were on the same frequency of the sonic screw driver which left them greatly defenseless bar running. The Druid force worked with cosmic electrical waves, much like the same force that creates lightning but harnessing it to an even higher and more dangerous degree. A perimeter had been set up and despite the Doctors appeals to peace the Capitol Militia in arms with the Druids had seized everyone and began beating them down any way they could. Clara had taken boots to the ribs and the Doctor had been beaten to the ground as he'd tried to get to her. Soon enough they, along with the other camp inhabitants, were bound with an electrical current rope that made her hair stand on end and sizzled and popped with jolts of pain through their bodies as they were forced to walk back through the desert to the Capitol.

That's how they found themselves walking through the Capitol and the Doctor telling her to run. She knew he wouldn't stand for this war, it was his nature to interfere and to aim at all costs for peace.

"I'm not leaving you." She hissed back.

"Clara if you don't leave then the distraction I'm going to cause will be for nothing, I need you to be able to make it out of here, you have to run for it."

"We've made it out of much worse than this." She said feeling her resolve slipping as she pleaded to stay with him. "We faced Cybermen, and the Mummy God of Akhaten, Doctor we faced Trenzalor together, I won't leave you."

"Those are all reasons why you are going to leave and do as I say for once." He fussed back in frustration at her, his aquamarine eyes darting around quickly to check how closely they were to the city square. "The Druids aren't supposed to be like this, something is wrong here and I should have got us back onto the TARDIS this instant I noticed it. The Druids are ancient and the only reason their power wasn't capped or put into check ages ago was because they had downed the cloaks of serenity. They have always been neutral and peaceful. They are not to be trifled with Clara."

"You're scaring me." She breathed searching his features before looking ahead to the dais in the center of the city square, glistening in the heat of the day with ruby red, dripping with it. She felt bile rise in her throat and looked back to him with panic. It was blood.

"Good, you need to be scared. I need you to run as fast as you can and get away from here, find the TARDIS-"

"But what about you-"

"This isn't about me now, I got you into this and I won't be responsible for losing you again-"

"Don't try to fight them, don't be an idiot and go and get yourself killed-"

"I won't be killed-"

"Promise me!" She urged as they came to a halt, the sound of jeers from the civilian alien race loud and encompassing as the high priest his white robes drenched up to the waist in crimson took the stage.

He searched her face with a level of tenderness and frustration that only he could make possible, he knew the odds, but if it would get her to run then so be it. Rule number one.

"I promise."

**[x]x[x]x[x]**

They walked hand and hand into the wardrobe room and the Doctor released Clara to drag a rolling full length mirror out of one of the aisles of clothing and then with a flourish jumped in front of the reflection to finally get a good look at himself.

"Malinky still," He noted looking himself up and down, "More silver than grey." He did a turn and checked over his shoulder at his back side in the mirror. "I suppose that end is up to you to decide if it's changed much or not." He said looking back to her with a grin eliciting a small twitch of a smile out of her and clapping his hands together once he moved towards her "Ah there it is, there's the Oswin smile I've not seen with these eyes yet."

That alone made her budding smirk fall and she chewed her bottom lip glancing away from the unfamiliar face. He sighed and laid gentle warm hands on her shoulders and tilted his head to get her to look at him.

"Clara."

Her gaze shifted from the indiscriminant point off in the distance, a cluster of coats from every era and planet, back to glacier light blue eyes intense and more suited to this body than the eons of wisdom in the youthful face of the former doctor.

"Doctor" She replied.

"I'm still me, just different face, body, definitely different style- can't believe I thought a fez and bowtie could go together." He said his smile causing laugh lines to crinkle at his eyes before a wince contorted his face and he quickly dropped his hands from her shoulders holding his sides and doubling over.

"Doctor!" Clara moved quickly to him to her hands soothing the wide expanse of his back as she hunched over to get a better look at him as he breathed out in pain through his lips.

"I'm fine, I'm fine. Back away Clara, just a little excess regeneration energy left. No need to worry—" he finished the word on a groan and she rubbed his shoulder but backed away quickly as that golden light that had led her to him in the desert of Ladora began to emit from his body. He fell to his knees curling over and Clara had to fight her urge to go to him. She took one step towards him but he shook his head vehemently; "Stay back!"

She froze in place clenching her fists white knuckled and watching him in pain. As the gold light began to fade so did his pain and his features loosened with exhaustion. The light was gone and the Doctor panting rolled to his back laying down and catching his breath. Clara took a tentative step before following through and moving to kneel by his side before sitting fully.

"Are you okay?"

"M'fine, or'east will be." He said belabored his eyes closed. His hand nearest her sought out her hand and she obliged putting her hand in his and watching with concern the man who looked old enough to be her father, who only today looked young enough to be her peer and as the children had teased him 'boyfriend.' He opened his eyes to look at Clara, framed in dim light and a mess of rich dark hair, his Clara the selfless impossible girl and squeezed her hand; "I'm fine. I promise."

The words had been spoken twice today, and so far the first promise had come up short. She felt that lump in the back of her throat choke her and stifle her steady breathing, her fingers curling around his tightly in recrimination and security. The world blurred then swam as tears filled her eyes and she stared at the lopsided mangled bow tie flecked with blood. She closed her eyes and felt the trail of warm wet salt slowly making a path down her dirty face, over the curves of her cheeks and down to her chin dripping without any urgency to her lap. There were no words as she felt her hand in his being tugged so she was pulled over and onto him so her head was on his chest and his free hand came to run his fingers soothingly through her hair.

The sound and pain broke past her lips and she cried, cried for the loss of her best friend who wasn't truly lost, cried that this time she couldn't save him and that he had given himself to save her. She cried because she loved him and didn't get to say goodbye, and cried because of the guilt she felt that in this moment she needed this comfort from this Doctor, this man who much unlike her own Doctor could comfort in the way a father could a child. There was silence, and tears, and that was all there could be as they both said their goodbyes to the man who wore bowties and shouted Geronimo…

**[x]x[x]x[x]**

**Alright ladies and gents that's chapter two! Hope it's received well and as always thank you so much for the reviews and keep them coming. Even requests for certain baddies or adventures are much more than welcomed! Ta!**


	3. New Tastes

**Chapter Three: New Tastes**

The Doctor spun once and tugged on the lapels of the fitted dark blue jacket with a black button up and no tie or bow. He looked casual, daring, and handsome in the black slacks and black shirt combo with the dark blue giving just enough color to make him look put together and less like a pompous writers photo on the back of their novel. He wore sensible black loafers and much to his enjoyment bright neon orange and blue socks which Clara had protested but that he said no one could see anyways to judge so pip down and let him have his way. Laughing, though puffy eyed after a good solid cry, she agreed he could keep the socks.

"Looking handsome there slick." Clara complimented picking up a pile of discarded blazers and vests he'd tried on before finding this combination that looked just right on him.

"Couldn't agree more there squirt."

"So not going by that nickname." The brunette groused as she put the pile of clothing away and returned.

"Agreed if you don't call me slick." He said with a wink to her.

"Deal." She replied with a small smile. "Are you hungry?"

"Ai, Starved in fact, famished."

Clara couldn't help the small swell of a giggle at how very different his accent was. It would take some getting used to, she'd only had one friend who was Scottish; Roy was a completely lovable nerd who more often spent his time with his best friend Moss and video games than with her, but whom without she'd never have figured out how to use her laptop to any degree. She'd always fancied the accent and now she had the Doctor and this new speech pattern to enjoy, not that she didn't already miss the quick British speech pattern of the egotistical and excitable eleventh Doctor.

"After all that-" She made a motion with her hands indicating the regeneration "I'd say you earned some food. Come on you." This time she offered her hand to him with her normal buoyant spirit, dampened but not defeated, and a smile.

The two left for the kitchen area, a familiarity to Clara since she often cooked aboard the ship now that she and the TARDIS weren't on outs with one another.

"Fancy a cuppa?" Clara asked and the Doctor looked down at her with a fondness that was intimate for the briefest of moments as a flit of something passed over his features before he nodded and looked back ahead. She had seen that look before, it was a look he got when he came across some article of clothing or thing left behind from his old companions. She never prodded the Doctor as to who he was thinking of, he would have deflected anyways.

"Love a spot indeed. Hope I still like tea though."

"Still like tea? Who wouldn't like tea? You always like tea."

"New body means new mouth and new mouth means new taste buds. Guess that means I'm most likely not going to find m'self craving fish fingers and custard any longer." He said with a smile before slapping his palm to his forehead "Ta! I really wish Amy could be here, she would have gotten such a kick from the fact I have a Scottish accent. 'Bought time you came over to the proper side raggedy man' she'd say" He then gave a comical shiver "Oh, even sounds like her. Well this just got a bit odd for me."

"Oh just now got odd for you?" Clara scoffed with a laugh "Welcome to the ride."

"Suppose it has been a long day for you." He agreed before a look of startled realization washed over him and he stopped hauling her to a stop as he faced her and looked her over "I almost forgot with all the excitement of new body, escaping death-"

"Kind of-"

"-and a new wardrobe that you took a tussle today. Are you okay? How are you feeling? Do you need any humany attention or care?"

"No humany attention or care needed that I know of. Bit of a banged up side but nothing worth fussing over." She said waving her hand nonchalantly to get him not to poke and prod her. "You've become a mother hen in your new old body." She teased.

"Auch, first you human lot say 'oooh we want you to pay more attention,' then when I finally regenerate into someone who does then you say 'oooh don't pay any attention to me.' Ha, and you lot say I have a shifty personality." He scoffed crossing his arms.

"First off, human as in singular, not 'lot'. Secondly, since when have I ever been a needy git about your attention?"

He opened his mouth with a finger posed to tick off time but then waggled it at her; "Ooh fine you can win this go around. You're not baiting me into a fight before y'feed me so I have to fend for m'self."

Clara grinned and shook her head "Oh just come on so we can eat. I need a cup of tea and maybe a whisky."

"Didn't you say after the last time you drank that you'd never drink again?" He asked cheekily.

"Well that was in all fairness drinking on Pen Haxico 2. Who knew they would make hallucinogenic drinks."

The older male snickered placing his fingers over his lips to shield the short laughter; "I tried to tell you that most of the drinks were made to work on cyborgs. Need stronger stuff that lot, harder to put hair on a metal chest then on a flesh one."

She watched him fondly as he laughed at her past misfortune.

"You remember all of that?" She said searching his features as he slowly placed his fingers into a loose fist under his chin supported by his other arm and gave a nod.

"Of course I do. You're not the only one who is impossible you know."

"I know but- I know logically that you remember your lives, your past companions, your adventures and travels. But still... Its one thing to know it here," she said tapping her temple then moving to her chest to tap over her heart "but here too." She dropped her hand quickly and gave a small shrug looking slightly embarrassed. "Suppose I still feel like I've lost you even though you're right here."

The man sighed and dropped his hands clasping them loosely behind his back. "I know it may feel like I'm not me, and to some degree that's true. I may not look the same, like the same foods, even have all the same mannerisms, but I'm still the Doctor you jumped into my time line to save. You even got to see the effect you had on saving my past regenerations, each one of them you experienced and was a guardian for. Is it really so hard to believe that I'm still me?" He looked at her with all sincerity and the look in his eyes was the same look she'd come to depend on and have faith in.

She wrinkled her nose and sucked her teeth with a sigh; "You know how much I hate it when you're right." She teased looking back at him with a grin dispelling the weight of the moment.

"Ta! You'll be sorely disappointed the rest of your life then. I'm always right." He said with all the bravado of every Doctor Clara had been fortunate enough to know throughout her lives.

"And there it is." She said with a laugh shaking her head and walking off "You are so lucky you have the TARDIS who's so much bigger on the inside. Any other ship wouldn't be able to handle that ego and big head of yours."

He caught up to her with a chuckle and bumped his shoulder into her "Yes well I make my own luck, just another way I'm right."

"Mhm." She hummed with an almost dimpled smile.

Finding and fixing dinner was a triumphant and cathartic experience for the pair. The Doctor no longer enjoyed the tea the way he used to take it so she ended up making a line of different mugs with different teas for him to try opting to just pour boiling water from the pot rather than make, remake, and re-re-make the tea. She hadn't yet tried half the brews and Darjeeling that he was pulling out of stock so she took part in the tea tasting and they squabbled and laughed over the faces the other made or defended which dark caffeinated source was better than their counterparts. After about thirty minutes a decision was made, Clara settled on the Valari Oolong and the Doctor on a Pepper and chai type mix that Clara declared too spicy to be enjoyed.

"So what do you have a taste for grandpa?" Clara teased leaning over the island counter sipping from her favorite green mug cradled in her hands.

The Doctor made a face and shook his head setting down his mug onto the table; "Call me Grandpa again and I'll toss you out into space."

He was sitting at his leg casually draped over his knee, both relaxed and poised at the same time. Clara wistfully thought about the other 'morning,' or the last time she'd slept and awoken since there really was no morning or night or time on the TARDIS, and the breakfast she'd forced him to eat much to his chagrin.

'Cla-ra' he'd complained dragging her name out into two long syllables as he was often want to do, 'I don't want to eat! I don't need to eat! Stop nannying me like I'm a child!' he'd whined which had forced her to point a wooden spoon at him.

'Then stop acting like a child.' She said before pointing the spoon to his feet, 'And get your feet off the table!'

Now it didn't seem like she'd have that issue, feet on the table silliness, but it was a problem she would miss. She would miss all the quirks and oddities of her Doctor as she'd come to know him.

"Something on my face?" The Doctor asked though the tone implied he knew there wasn't. Clara blinked and warmed to a subtle shade of pink.

"Sorry, no. Just thinking."

"Dirna for your thoughts?"

"Dirna?"

"Its a form of currency on the planet of Hyspero."

"Never been."

"Not yet at least." He grinned tipping his chair back every so slightly onto two legs and balancing with his one foot on the ground. "It's a planet far far far on the edge of the universe. Exciting place, interesting people, very back alley at times but a good time."

"You'll take me?" She asked with a smile already knowing the answer.

"Of course, after we eat in fact, if you're up for it?"

Clara made a face of hesitancy "Would you mind if I got in a nap first? I've been up for over forty hours now. Humany needs and what not." She said having set aside her mug to start pulling out a few things to cook. Something simple she thought, grilled cheese and tomato soup.

He sighed in an exaggerated manner and let the front two legs of his chair thunk to the ground. "Fine, fine. I suppose you need sleep. It'd suite me better if you didn't but if you must you must I suppose."

"Oh why thank you for your permission." She said sarcastically to him as she started preparing the sandwich's.

"You know what I mean." He said standing and lacing his fingers behind his back moved to follow her about the kitchen, to which she ignored for a few moves until twirling on him and causing him to bump into her.

"What are you doing?" Clara asked her lack of sleep and exhaustion catching up to her usually upbeat mood.

"Watching you cook of course."

"Why?"

"Why not?"

She gave him a cross look with arms folded.

"I wanted to see how you were making what you are making."

"Right- but, why?"

"Why no-" He started until he was pinned with her less than pleased look at his repetitive teasing. "-ope not going to ask that again. You're cross, you really do need sleep don't you. Never seen you cross before really. Are you cross with me?"

"Yes I need sleep, and no I'm not cross with you. It's just... you've never taken an interest in my cooking before, hardly would eat my cooking before in fact." She elaborated the tension draining out of her stiff shoulders into a slight slump. "You say you're the same person, but really- you're not, not really."

The Doctors jaw tightened and she could tell her words had struck a cord.

"No." He finally said "I suppose by your definition I'm not."

"What does it really mean to regenerate?" She asked, the food preparation forgotten on the counter as they spoke about something she truly was hungry for; answers.

"A Time Lord's genetics is a composite of triple helix DNA, very akin to human DNA with a double helix, the third strand holding the sequential key to our regenerative nature. When our bodies receive mass amounts of physical trama, though I've known others to do so at will, we release a blast of hormonal energy called lindo's-" He explained quickly only to be halted with her hand going up to stop him.

"No I don't mean in the clinical sciency way, I mean for you- what does it mean for you and for those around you when you regenerate?"

The Doctor wiped his hand down his mouth and caressed his chin as he breathed out a sigh. "Right," he said dropping his hand, "right. It means I still have all my memories and the essence of who I am, the soul of me if you believe in that term, is still here just new body, new likes and dislikes, new mannerisms. My genes get repaired and jumbled resulting in a different me, but still me."

"Have you ever regenerated and not... not liked the people around you, not liked your companion any longer?" She finally cut to the chase.

"No Clara, no. I've never disliked my companions after a regeneration. In fact I've seen a great deal of my companions regenerations later from when we were together and still find them positively Delightful. Sarah Jane for instance, did you ever meet her?" He interrupted him self receive a shake of his current companions head and continuing on "You'd love her, spit fire like yourself, just as hard headed too. You know I'm starting to realize my penchant for hard headed woman in my lives. I suppose I've always been that way, first this Old Gal, my most stubborn of companions-"

"Doctor you're getting off the point."

"Was I? Oh yes, right. Right. Sorry, post regeneration usually leaves me a bit absent minded, sometimes comatose, all in all glad this one wasn't nearly so bad." He decided with a nod before a pause then a wrinkle to his forehead; "Where was I at again?"

"Sarah Jane?"

"What about her?"

"You said you've seen her in different regeneration forms."

"Oh yes, yes I have. Brilliant woman that Sarah is. See I still like her and it's been spades of time between then and now. So don't worry your head about it Clara Oswald, I like you very much. Now if for any reason you don't like me any longer given the change-"

"No! Of course not, of course I like you."

"Good then it's settled then, no more moping about. I like you, you like me, and you're a good cook so hop to it so you can sleep and we can leave for Hyspero."

She looked like she wanted to say more but held her tongue and breathed out a deep breath she hadn't realized she'd been holding on to. He still liked her, though the extent of those feelings were yet to be determined, then again before today they had still been murky to say the least. Clara and the Doctor had always had a flirty friendship though nothing ever came of it, and to be quite honest she wasn't sure if she ever did want more than what they had. Meeting River Song, or at least River Song's digital echo ghost of a persona had given Clara pause on any perusal of more with the Doctor. She saw the depth of their relationship and love for one another even after her death, but also saw to some degree the wake of pain that a relationship with a man like the Doctor could do on both ends. It was a complicated situation made even more complicated now that he wasn't really him, or at least was, but now a newer more subdued and older version of the man she had only just a week ago swatted on the back side just to see him get flustered (and boy had he gotten flustered!).

"Dinner won't take long, I'll try to kick up your bowl of soup since it seems you have more of a taste for the spicier side now."

He gave her a full on smile that in its own right was heart stopping and said one word, a word that seemed to roll off his tongue easily and she could tell he had latched on to already in this new form;

"Delightful."

Returning his smile she really hoped this next chapter in their lives would be.

**[x]x[x]x[x]**

**Another installment down, hopefully the Doctors new catch phrases isn't too lame XD Thank you again to those who have been reviewing my chapters, you really keep me motivated to keep writing so keep it coming! Hopefully I'm not making too much of a mess of the characterization of Clara and the new Doctor. Thanks again for reading and for the feed back.**


	4. Old Places, New Faces

**Chapter Four**

"Coorie Corrie Clara, Lots to do, lots to see." The Doctor beckoned as they stepped out of the police box and into a bustling and busy city of red brick and grey mortar. The Doctor inhaled a deep breath gaily and blew it out as he spun around to face the woman as she left the security of the ship closing the door behind her. "So what'd'ya think?"

He splayed his arms out as if this busy metropolis was all his doing and he wanted the proper homage.

"Very impressive," She said with a grin looking around at the vast number of stands and clay outshoots of business stalls with aliens of all sorts from scales to fur hawking their wares. A man, or perhaps a woman, that looked like an blobish form covered in spikes and dripping goo trailed by leaving a sticky substance in her wake. "Bizarre." She mused with a smile.

"Oh Bazaar indeed," The Doctor said playing on her words and taking her hand to tug her into the throng of those milling about on their day to day. "one of the biggest on this planet. We are on Hyspero in the city of Hyspero, not very creative with the naming this lot but hey lots to do and see in and out of the city. Stick close, this place is notorious for pick pockets and fleas."

"Fleas?" She asked not sure she'd heard him right.

"Gazuntite." He replied as if she had sneezed. "Dust is a bit thick here isn't it; had one of the worst dust storms in the universe not long after I left in the days of the Scarlett Empress." He looked over his shoulder at her, easily weaving in and out of foot path traffic guiding her through the streets "If you're offered any honey don't eat it, word to the wise." He said with a wink before looking back where he was going.

Some things never changed. He was a mile a minute as he explained or rambled facts off more so since there was little explanation ever with this man. She enjoyed the new city and was pleased to see he didn't whine every time she stopped to look at some odd, end, or trinket at one of the Bazaar stalls. It seemed the scrambling of his genes had tossed in a spoon full of patients which she guiltily enjoyed. Hand and hand the pair made their way from stall to stall until blaring trumpets in a higher pitch sound than she'd ever hoped to hear sounded and Clara snatched her hands up to cover her ears.

The Doctor looked not phased in the least at the cacophony that had signaled a parting of the sea of aliens to make room for a group of Grey looking boulder like men, their arms bulging with grotesque muscles and their heads seemingly supported on their massive shoulders since they lacked any true neck to be seen. Each of the grey men were bald sans a dark green ponytail that swayed down to their lower bare backs, and each was shouldering their share of the litter carrier, much like a carriage box without wheels. It was a platform with a seat and covered in a square tent of red gauze.

"I'm assuming she must be someone important, or really really have bad taste in music" Clara said up to the Doctor as the trumpeting continued on and the precession moved along.

"Yes and yes." He said with a grin his arms crossed and one hand under his chin his thumb rubbing back and forth against his bottom lip as he watched the slow moving group with amusement. "If that's who I think it is, and from the look of that tail poking out the back I'm sure I'm right, then it's the Empress Clarita, decedent of Cassandra. It's not been long since I was here."

"You came here with the Ponds?" Clara asked having to some degree come to know about his past companions from his ramblings about them over the time spent together.

"No, no this was ages ago."

"But you just said it wasn't that long since you were here."

"Well for them, for this planet, hasn't been that long since I was here to them. For me however it's been centuries, haven't been here since my eighth regeneration with Sam and-" he trailed off watching the procession turn a corner and away leaving the streets to fill and become busy again.

"And who?"

"Oh she just loves to steal everything doesn't she." He huffed leaving Clara out of his memories and inside jokes. "No matter, new face new adventures." He looked down to Clara and chucked her gently under the chin with his crooked index finger "New for both our eyes this time around Aye?"

"I'm going to chalk up this much random babbling from you to the regeneration." She teased.

"Should we go visit my friend the Empress or would you much rather go into the Forest of Kestheven? Forest would probably be best-" He decided for her taking her hand to drag her along "don't want to get caught in the woods at night, even the Wren know when to fear the night. Granted I don't fear a thing, but I've had a brush or two with a Qutrub and I'd prefer it to be my last for a while."

As per normal Clara followed her fearless leader where he decided to march them and the beautiful forests on the outskirts of Hyspero did not disappoint. It was like a fairytale with tiny creatures that flitted on the warm winds and a bright spring like sunlight dappling through the foliage. The Doctor whipped out his sonic with a flourish and tossed it up catching it with ease.

"New sonic too?" Clara asked eyeing the dark bronze colored tool he was toying with as they strolled down a meandering dirt path.

"Yes, I needed something to do while you slept so I toyed with it tweaked it and-" He aimed it at a low hanging branch ahead of them with triumph and gusto, nothing happened "it STILL doesn't work on wood." He groaned.

"What happened to that always being right thing?"

"Ta! I am, or will be, just not yet. Must not be time yet. All good things come at the right times right?"

"How philosophical of you Doctor." She teased knowing he was full of it.

"I'm a very learned man Clara and don't you forget it."

"Yessss" Slithered a raspy voice from behind them, "How could anyone forget you Doctor?"

The pair froze then turned a beat later to be confronted by a milky white Alligator like creature with a swagger of danger to him. He was tall and toned and had menacing eyes and either a sneer or a smile pulled over his razor sharp teeth.

"A new face," The albino Gator said, "a new girl, but ssstill the sssame question, Doctor; Doctor Who?"

**[x]x[x]x[x]**

**Hopefully you're still enjoying and I'm still mixing enough old Doctor stories in with the new. This setting is a tad bit abstract since it's from an 8****th**** Doctor substory. Lots to come and more adventures in store! Hopefully I can get to a juicy cliff hanger before my trip next week. You guys keep me going, so thanks for all the feed back. Ta! **


	5. A Doctor, A Girl, and A Gator oh my!

**Chapter Five **

"Gila?!" The Doctor gasped surprised but pleased. "But you're not an alligator and in the swamp, you're back on two feet and wearing pants!"

"Did you not want him in pants?" Clara asked of him with a quizzical grin making him roll his eyes at her in quick exchange.

"S'not what I meant smarty pants." The Doctor replied to her remark.

"Oh now I'm wearing pants too?" She cheekily replied.

"She'sss a quick one like Sssam." The Albino Gator Man said approaching them, looking less threatening now that it seemed the Doctor and he were friends.

"You don't know the half of it." The Doctor said a ring of pride to his voice as he glanced at Clara then back to his old friend. "But look at you, last time I saw you, you were belly to the ground."

"Ha' and last time I saw you, you had a different face and girl." Gila chimed back. He shifted his weight turning his body, since he lacked much of a neck so he could view Clara "Pretty little thing too. It'sss good to meet you, Name'sss Gila."

"Pleasure as well. I'm Clara." She beamed always enjoying meeting new aliens and especially friends of the Doctor. "How do you know the Doctor?"

"He rescued me from a mad woman with a bussss, smaller on the inside, fought the Scarlett Empress together."

Clara arched her brow at the Doctor "Mad woman with a bus smaller on the inside?"

The Doctor had an unreadable look on his face and he quickly waved it off. "She's gone now, crazy lass she was that Iris. On to more pressing matters, are all things well here? We saw Empress Clarista in the Bazaar today." The elder man of the three shifted gears.

"Thingsss have been well considering." Gila said, his stuby but powerful fingers adjusting the strap across his chest that held a large gun against his back.

"Considering what?"

"The Snow Arena has fallen to Duchess, who since last The Four reunited has been a vengeful ruler."

"The Duchess, aren't they lower than an Empress? Figure you could kick her off her thrown like you did the red one right?" Clara asked.

"The Duchess was an assassin in 'The Four' a group that Gila was once a part of. She is cybernetic and merged with a very large arachnid, married maybe is the better word, they fell in love some how- not really sure how that happened, very speed relationship all happened quickly-you'd think they'd get to know one another a bit better than than a week on the fields-"

"What do you mean merged?" Clara interrupted steering him back to his point.

"Merged as in-" He clashed his hands together and laced his fingers showing a marriage of the hands.

"Not really sure how that's even possible Spider and Cyborg" The young woman grimaced at the mental image, especially if the Duchess was female, her mind formed different varriations of the thought but nothing settled right.

The Doctor freed his hands from one another and waved off her thought "No, no, no- not like that Clara. Mind out of the gutter for once-"

"You're the one talking about marriage and all this-" she said mimicking his hand motions of the 'merger'.

The assassin known as Gila chortled at the pair's antics as they squabbled back and forth over semantics of a merger versus a more traditional merger.

"I meant a merger of the flesh- noooo that sounds bad too, see what you've done, now my words are all twisted around too."

"They've always been twisted around." She added

"They became a genetic symbiotic entity." He explained getting to the point. "Think of taking two different colored balls of clay and mushing them together all mingled up and stuck with one ball of clay now. That's them- that's the Duchess and the Spider."

"Ah- right- gotcha. Clay. Not the other thing. Still doesn't make the thought any less disturbing, a cyborg spider Dutchess."

"Yesss the Dutchess once had a temper and now it's twice as bad. There's been talks of war against the main city."

"And which side do you stand on?" asked the Doctor keen eyes taking in Gila.

"The side that will offer the most Dirna of course." his sharp tooth grin widened.

"Always the entrepreneur aye'." the Doctor said without any surprise. "Do you think war will hold off another day while we are in the city? Wouldn't want to dabble in things I ought not to."

"Since when?" The brunette woman snorted "I don't think I've ever been with you when you haven't decided to intervene."

"After the last civil war we found ourselves in I don't plan on playing the marauder today, not here at least." he said with no room for her to contest.

The look in his frost blue eyes were domineering and his resolve absolute. For a moment she felt the pang of chastisement which she normally wouldn't have taken to heart, but with such a mature face giving her that look it felt like she was a child in trouble for an errant word. Normally she would have been miffed for the chauvinistic show by her Doctor, he was always right in his mind's eye and demanded that she understood, but at least in his last body they were equals, peers, she could rival him. In this new body she felt as if she'd lost the even footing they had.

Clara felt her head just dip a nod and her gaze flit away from him to a dense underbrush of the forest, her silent anger at the simple show of submission not something she wanted to dwell on. The Doctor had a millisecond of mingled disappointment and satisfaction at her obedience before he looked back to Gila, her feelings were something to worry about later.

"Right." The Doctor transitioned clapping his hands together once and rubbing them. "Gila, care to escort m'self and the lovely Miss Oswald here back to go say hello to the Empress?"

"This isn't a trick is it? I won't end up gagged and bound in some room of your TARDIS will I?" Asked the Alligator boarding on humor but still leery.

"Ta! No need to be so daft, of course you won't end up gagged and bound in my TARDIS, that's only reserved for really bad baddies-" He said before turning back towards the main path to head back to the city "or really delightful woman."

"What was that?" Clara asked having heard clearly but shocked from her thoughts at the level of cheekiness she hadn't really heard from him since getting to see he and River Song together.

"I said Best Foot Forward Oswald." He called without looking back, "You too Gila, don't dawdle."

Gila and Clara exchanged a look as if to say 'yeah- I know, but it's him' and then headed on after the Doctor.

[x]x[x]x[x]

"You're lost aren't you?" Clara asked as they circled by a tree she swore she'd only just seen ten minutes ago- but then again most things in this thicket looked the same, even more so as the day had fallen past evening and was settling into twilight.

"No I'm not."

"You are completely lost."

"I'm not anything." The Doctor said cheerily looking left and right at a bend in the next to nonexistent 'trail' they'd been on for about an hour now. "'We' on the other hand, yes 'we' Clara are very much lost."

She groaned and put her hands on her hips, "And you Crocodile man-"

"Alligator actually"

"Yes fine, alligator. Why didn't you say anything about us being lost? Don't you live here?"

"I live in the West End, besidesss I wasn't the one who decided to walk into an enchanted forest."

"You've got to be kidding me, enchanted?" She said incredulously looking to the Doctor who had been pacing in a circle muttering directional and numbers to himself as he worked out the puzzle that was this forest. "Doctor?"

"Not enchanted, or course not Oswin, just perception filters, simple trick of illusionists." He waved off as he continued his pacing. "I shouldn't have fallen for it, but who on this planet has access to such sophisticated filters? Why put them up, normally they are usually used to hide things others don't want seen, hide something in plain sight." He said, the dwindling light of a fading day slanting through the woods and casting his shadow tall across the ground pacing with him. "But normally they wouldn't be directive, just used to conceal, not used to direct foot traffic unless-"

A piercing howl emitted and reverberated through the woods, bone chilling in its timber.

"What was that?!" Clara whispered wide eyed and looking for where the howl had originated should the beast it belonged to be near.

"Qutrub" replied Gila as he pulled his gun around gripping it with the ease of an assassin but still and at the ready as he searched the forest for the beasts.

"Didn't you say something about those earlier Doctor? Qutrub? What are they?"

He had stopped moving and had drawn near his companion keeping alert as he drew her halfway behind him and between Gila.

"You know how on Earth there are fairy tales about monsters that are night mare inducing, things that go bump in the night?"

"Yes…" she said on a breath of a whisper as a twig cracked in the distance and the sound of rustling leaves could be heard, a faint growl.

"That's what a Qutrub is, only real, and they make a far bigger sound then bump."

**[x]x[x]x[x]**

**Alright loves, thank you for following the story! I will be on vacation for about five days starting tomorrow (holla!) Going to see the Cowboys beat the Rams (yes I'm into football and doctor who, it happens). Thanks for all the support, hope this is a decent cliff hanger. Don't forget to Read and Review :D **


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